The Department of Justice has approved the Walt Disney Company’s $71 billion bid for the entertainment assets of 21st Century Fox. The government’s approval was filed in federal court on the condition that Disney, which already owns ESPN, divest all of Fox’s 22 regional sports networks, which include valuable channels like the Yankees’ YES network.

“Today’s settlement will ensure that sports programming competition is preserved in the local markets where Disney and Fox compete for cable and satellite distribution,” Makan Delrahim, the head the Justice Department’s antitrust division, said in a statement.

Entertainment Studios, one of the largest independent producers and distributors of film and television with nearly 160 million aggregate subscribers across the US, has acquired The Weather Group, parent company of The Weather Channel television network and Local Now streaming service. Byron Allen, founder and owner of Entertainment Studios, purchased the Weather Group through his company, Allen Media LLC, from The Blackstone Group, Bain Capital, and Comcast/NBC Universal.

The Weather Channel is one of the largest cable television networks not owned by a major conglomerate and is the nation’s only 24-hour source of national storm coverage. Harris Poll has ranked The Weather Channel as the “TV News Brand of the Year” for eight years in a row. The network recently launched a community platform, weloveweather.tv, to create a two-way dialogue with fans.

Allen said, “The Weather Channel is one of the most trusted and extremely important cable networks, with information vitally important to the safety and protection of our lives. We welcome The Weather Channel, which has been seen in American households for nearly four decades, to our cable television networks division. The acquisition of The Weather Channel is strategic, as we begin our process of investing billions of dollars over the next five years to acquire some of the best media assets around the world.”

The Walt Disney Company has entered into an agreement to acquire 21st Century Fox, including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses, for approximately $52.4 billion in stock.

Prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders.

Combining with Disney are 21st Century Fox’s film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000, and its storied television creative units, Twentieth Century Fox Television, FX Productions and Fox21. Disney will also acquire FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International, Star India and Fox’s interests in Hulu, Sky plc, Tata Sky and Endemol Shine Group.

Under the terms of the agreement, shareholders of 21st Century Fox will receive 0.2745 Disney shares for each 21st Century Fox share they hold. Disney will also assume approximately $13.7 billion of net debt of 21st Century Fox. The acquisition price implies a total equity value of approximately $52.4 billion and a total transaction value of approximately $66.1 billion for the business to be acquired by Disney, which includes consolidated assets along with a number of equity investments.

The acquisition is expected to yield at least $2 billion in cost savings from efficiencies realized through the combination of businesses, and to be accretive to earnings before the impact of purchase accounting for the second fiscal year after the close of the transaction.

Robert A. Iger, Chairman and Chief Executive Officer of The Walt Disney Company, said, “We’re excited about this extraordinary opportunity to significantly increase our portfolio of well-loved franchises and branded content to greatly enhance our growing direct-to-consumer offerings. The deal will also substantially expand our international reach, allowing us to offer world-class storytelling and innovative distribution platforms to more consumers in key markets around the world.” Mr. Iger will continue as Chairman and Chief Executive Officer of The Walt Disney Company until the end of 2021.

Hemisphere Media Group, a Miami-based publicly traded pure-play Spanish language media company, is to acquire three Spanish-language cable television networks from Media World, a company owned by Imagina US, for approximately $102.2 million. The acquisition is structured as an asset purchase and is expected to be funded with cash on hand. The transaction is expected to close in the first quarter of 2014.

The networks acquired are:

Pasiones, dedicated to showcasing the telenovelas and series, distributed to approximately 3.8 million subscribers in the U.S. and 7.2 million subscribers in Latin America;

Centroamerica TV, a network targeting the third largest U.S. Hispanic group, featuring news, entertainment and soccer programming from Central America with over 3.3 million subscribers in the U.S.; and

•TV Dominicana, a network targeting Dominicans living in the U.S., featuring news, entertainment and baseball programming from the Dominican Republic, with over 2.2 million subscribers in the U.S.

Together, these assets are expected to have generated approximately $12.2 million of EBITDA in 2013, resulting in an effective purchase price multiple of 8.4 times.

Alan Sokol, CEO of Hemisphere, stated, “We are thrilled to be bringing Pasiones, Centroamerica TV and TV Dominicana to our world-class portfolio. These networks target valuable, growing and underserved segments of the Hispanic audience. With this acquisition, Hemisphere will own five leading U.S. Hispanic cable networks, two Latin American cable networks, and WAPA-TV, the #1 network in Puerto Rico, expanding our leadership position in Hispanic television. We believe that we can add significant value to these channels through improved programming, marketing and distribution efforts, and these networks will expand our commercial inventory and cross-selling opportunities in the U.S. and augment our Latin American offerings.”

Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Hemisphere. Rothschild served as financial advisor and Kirkland & Ellis, LLP served as legal counsel to Media World.

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